Notification of the Resolution of the Board of Directors' Me

No. EGCO 110/532 Date : October 31, 2006 Attn : President of the Stock Exchange of Thailand Subject : Notification of the Resolutions of the Board of Directors' Meeting and the Schedule for the Shareholders' Meeting Date Enclosure: Information Memorandum for Connected Transaction of the Electricity Generating Public Company Limited re: Purchasing of Share of BLCP Power Company Limited The Board of Directors of the Electricity Generating Public Company Limited or EGCOMP has unanimously resolved material matters in the meeting no. 6/2006 on October 30, 2006 as follows. 1. Acknowledged the resignation from directorship of Mr. Mike Nikkel with effect on October 27, 2006. 2. Appointed Mr. Mark Takahashi as director with effect on November 30, 2006. 3. Endorsed the purchase of 50% of the registered and paid-up common shares in the BLCP Power Company Limited (BLCP) from CLP Power (BLCP) Limited (CLP-BLCP), a company under the CLP Holdings Limited Group, and two individual shareholders, namely Mr. James Richarde Truscott and Mr. Andrew John Pickering (collectively called the CLP Group). The total amount of payment to be made to the CLP Group stands at Baht 6,645 million, consisting of payment to be made for 7.422 million of BLCP existing shares totaling Baht 4,645 million and payment to be made for 50 million of BLCP newly issued shares, with a par value of Baht 100 each but partially paid-up at Baht 40 a share on November 6, 2006, totaling Baht 2,000 million. However, the closing date will be after obtaining the shareholders' approval from the Extraordinary General Meeting no. 1/2006 and fulfilling all conditions precedent as specified in the share purchase agreement. 4. Endorsed EGCOMP to provide the advance payment of 2,000 million baht to CLP-BLCP for equity injection on November 6, 2006 which would be deducted from the final share purchase payment at the date of the share transfer. If the deal failed, CLP-BLCP would pay the money back to EGCOMP with the interest at 8% per year. 5. Endorsed EGCOMP to pay for equity injection in BLCP if after obtaining the shareholders' approval from the Extraordinary General Meeting but before the fulfillment of all conditions precedents, BLCP called for the equity injection in accordance with the obligation with the project's lenders, with EGCOMP assuming the equity contribution amounting to USD 147.9 million minus the USD equivalent amount of the equity injection under item 4 on November 6, 2006 of Baht 2,000 million at the exchange rate on such date. The equity injection will be either gradually injected or will be injected in one shot in 2007. 6. Endorsed EGCOMP to provide the advance payment to CLP-BLCP for equity injection in BLCP under item 5. If the deal fails, CLP-BLCP will pay the money back to EGCOMP with the interest at 8% per year. 7. Considered that the price of the BLCP share purchase was appropriate, that such purchase would optimize the Company's and the shareholders' benefits from investing in power generation, the core business, and that the Management should propose this acquisition transaction to the Shareholders' Meeting for consideration and approval. This transaction is considered a connected transaction per notifications of the Stock Exchange of the Thailand since CLP Holdings Limited is a major shareholder of CLP-BLCP and EGCOMP, holding indirectly 100% of CLP-BLCP's paid-up shares through CLP Power International Limited and holding indirectly 11.21% of EGCOMP's paid-up shares through CLP Power Projects (Thailand) Limited. In this regard, The Company has appointed Kim Eng Securities (Thailand) Public Company Limited to be the Independent Financial Advisor in order to provide opinion regarding fairness and reasonableness of the connected transaction for the Audit Committee, the Board of Directors and the shareholders' consideration. 8. Approved to call the Extraordinary General Meeting no. 1/2006 on December 1, 2006 at 2.30 p.m. at Convention Hall, Rama Garden Hotel, 9/9, Vibhavadi Rangsit Road, Tungsonghong, Laksi, Bangkok for the following purposes : 8.1. To consider adopting the minutes of the 2006 Annual General Meeting of shareholders on April 24, 2006; 8.2. To consider and approve the connected transaction for the acquisition of shares in BLCP Power Company Limited; 8.3. To appoint a new independent director; 8.4. To consider other business (if any) The date of closure for the registration book to suspend the share transfer for the rights to attend the Extraordinary Shareholders Meeting no. 1/2006 would be on November 13, 2006 at 12.00 noon until the meeting is adjourned. Please be informed accordingly. Yours sincerely, Visit Akaravinak President Corporate Secretary Division Tel. 0 2998 5020-4